<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended April 28, 2000.
---------------
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from
_________ to ____________.
Commission File Number 0-21862
OROAMERICA, INC.
----------------
(Exact name of registrant as specified in its charter)
Delaware 94-2385342
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
443 North Varney Street, Burbank, California 91502
-------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(818) 848-5555
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date:
<TABLE>
<CAPTION>
SHARES OUTSTANDING AS OF
CLASS June 5, 2000
----- ------------------------
<S> <C>
Common Stock, $.001 par value 5,743,298
</TABLE>
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OROAMERICA, INC.
REPORT ON FORM 10-Q FOR THE
QUARTER ENDED April 28, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets .................................. 1
Consolidated Statements of Income ............................ 2
Consolidated Statements of Cash Flows ........................ 3
Notes to Condensed Consolidated Financial Statements ......... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................... 7
PART II - OTHER INFORMATION
Items 1 through 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K ............................. 10
SIGNATURES ................................................................... 11
</TABLE>
<PAGE> 3
PART I - Financial Information
Item 1. Financial Statements
OROAMERICA, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 28, January 28,
(Dollars in thousands, except share amounts) 2000 2000
-------------------------------------------------------------------------------------------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 26,815 $ 26,923
Accounts receivable less allowance for returns
and doubtful accounts of $8,765 and $11,840 20,555 15,270
Other accounts and notes receivable 342 865
Inventories (Note 2) 13,406 15,846
Deferred income taxes 3,449 3,449
Prepaid items and other current assets 1,239 780
Assets available for sale 400 468
-------- --------
Total current assets 66,206 63,601
Property and equipment, net 14,787 15,232
Goodwill and other intangible assets, net 4,313 4,428
Patents, net 4,075 4,198
Other assets 635 635
-------- --------
$ 90,016 $ 88,094
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,806 $ 5,726
Income taxes payable 1,494 1,092
Accrued expenses 8,050 8,733
-------- --------
Current and total liabilities 17,350 15,551
-------- --------
Stockholders' equity:
Preferred stock, 500,000 shares authorized, $.001 par value;
none issued and outstanding -- --
Common stock, 10,000,000 shares authorized, $.001 par value;
6,370,878 and 6,368,878 shares issued at April 28, 2000
and January 28, 2000, respectively 6 6
Paid-in capital 43,574 43,564
Accumulated other comprehensive loss (34) (34)
Note receivable from stock sale (190) (190)
Treasury stock, 608,580 shares and 510,830 shares at
April 28, 2000 and January 28, 2000, respectively (Note 4) (4,459) (3,841)
Retained earnings 33,769 33,038
-------- --------
Total stockholders' equity 72,666 72,543
-------- --------
$ 90,016 $ 88,094
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
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OROAMERICA, INC.
CONSOLIDATED STATEMENTS OF INCOME
Thirteen Weeks Ended April 28, 2000 and April 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
April 28, April 30,
(Dollars in thousands, except per share amounts) 2000 1999
-----------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 37,660 $ 37,648
Cost of goods sold, exclusive of depreciation 30,902 31,882
----------- -----------
Gross profit 6,758 5,766
Selling, general and administrative, and other expenses 5,214 4,362
----------- -----------
Operating income 1,544 1,404
Interest expense 400 294
----------- -----------
Income before income taxes 1,144 1,110
Provision for income taxes 423 444
----------- -----------
Net income from continuing operations 721 666
Net income (loss) from discontinued operations 10 (221)
----------- -----------
Net income $ 731 $ 445
=========== ===========
Basic net income per share
Net income from continuing operations $ 0.12 $ 0.11
Net income (loss) from discontinued operations 0.00 (0.04)
----------- -----------
Net income per share $ 0.12 $ 0.07
=========== ===========
Diluted net income per share
Net income from continuing operations $ 0.12 $ 0.10
Net income (loss) from discontinued operations 0.00 (0.03)
----------- -----------
Net income per share $ 0.12 $ 0.07
=========== ===========
Weighted average shares outstanding 5,826,131 6,272,211
Dilutive effect of stock options 26,170 79,122
----------- -----------
Weighted average shares outstanding assuming dilution 5,852,301 6,351,333
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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OROAMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Thirteen
Weeks Ended
April 28, April 30
(Dollars in thousands) 2000 1999
-------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 731 $ 445
Less income (loss) from discontinued operations 10 (221)
-------- --------
Net income from continuing operations 721 666
Adjustments to reconcile net income from continuing operations
to net cash provided by (used in) continuing operations:
Depreciation and amortization 890 662
Provision for losses on accounts receivable 61 165
Provision for estimated returns (3,032) (2,434)
Loss (gain) on sale of property 1 (10)
Change in assets and liabilities:
Accounts receivable (2,314) (3,009)
Other accounts and notes receivable 521 400
Inventories 2,440 1,269
Prepaid income taxes and income taxes payable 362 (498)
Prepaid items and other current assets (419) (539)
Accounts payable, accrued expenses and deferred liabilities 1,498 (2,557)
-------- --------
Net cash provided by (used in) operating activities
of continuing operations 729 (5,885)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (224) (1,315)
Proceeds from sale of property 10 10
Purchase of available for sale securities -- (270)
-------- --------
Net cash used in investing activities of
continuing operations (214) (1,575)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (618) --
Issuance of common stock 10 13
-------- --------
Net cash (used in) provided by financing activities
of continuing operations (608) 13
-------- --------
CASH USED IN DISCONTINUED OPERATIONS (15) (180)
DECREASE IN CASH AND CASH EQUIVALENTS (108) (7,627)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 26,923 30,263
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,815 $ 22,636
======== ========
Supplemental disclosure of cash flow information:
Interest paid $ 456 $ 274
Income taxes paid $ 53 $ 795
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 6
OROAMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein include
all adjustments, all of which are of a normal recurring nature, that, in the
opinion of management, are necessary for a fair presentation of financial
information for the thirteen week periods ended April 28, 2000 and April 30,
1999. Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed consolidated statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's January 28,
2000 audited consolidated financial statements. The results of operations for
the thirteen-week period ended April 28, 2000 are not necessarily indicative of
the results for a full year.
Net income per share
Basic net income per share excludes all dilution and is computed by
dividing net income by the weighted-average number of common shares outstanding.
Diluted earnings per share reflects the potential dilution that would occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. Diluted net income per share includes the dilutive effect of
stock options.
Reclassifications
In fiscal 2000, the Company elected to reclassify certain expenses in
its Consolidated Statements of Income. As a result, net sales, cost of sales,
and selling, general and administrative expenses have been restated for all
periods presented to reflect these new classifications. The effect of this
reclassification was to decrease net sales, increase cost of sales and decrease
selling, general and administrative expenses for all periods presented. This
change in classification has no effect on previously reported net income or
earnings per share.
In January 2000, the Company decided to discontinue its cigar
operating segment. As a result, the Company's cigar operations have been
classified as discontinued operations for all periods presented.
NOTE 2 - INVENTORIES
Inventories consist of the following (in thousands, except per ounce
data):
<TABLE>
<CAPTION>
April 28, January 28,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
Gold and other raw materials $ 3,220 $ 3,264
Manufacturing costs and other 11,024 13,478
-------- --------
Jewelry inventories 14,244 16,742
LIFO cost less than FIFO cost (158) (216)
Allowance for vendor advances (680) (680)
-------- --------
$ 13,406 $ 15,846
======== ========
Gold price per ounce $ 275.05 $ 286.75
======== ========
</TABLE>
The Company values its jewelry inventories using the last-in, first-out
(LIFO) method.
4
<PAGE> 7
The Company has several consignment agreements with gold consignors
providing for a maximum aggregate consignment of 365,000 fine troy ounces. In
accordance with the consignment agreements, title remains with the gold
consignors until the consigned gold is purchased by the Company.
At April 28, 2000 and January 28, 2000, the Company held approximately
202,900 and 227,600 fine troy ounces of gold under consignment agreements,
respectively. Consigned gold is not included in inventory and there is no
related liability recorded at quarter end. The purchase price per ounce is based
on the daily Second London Gold Fixing. Manufacturing costs included in
inventory represent costs incurred to process consigned and Company owned-gold
into finished jewelry products.
The gold consignors and the Company's revolving credit lender (Note 3)
have a security interest in substantially all the assets of the Company. The
Company pays to the gold consignors a consignment fee based on the dollar
equivalent of ounces outstanding, computed based on the Second London Gold
Fixing, as defined in the gold consignment agreements. Each consignment
agreement is terminable on 30 days notice by the Company or the consignor.
The gold consignment agreements require the Company to comply with
certain covenants with respect to its working capital, current ratio, and
tangible net worth and to maintain the aggregate of its accounts receivable and
inventory of gold at specified minimums. Additional provisions of the agreements
(a) prohibit the payment of dividends, (b) limit capital expenditures, (c) limit
the amount of debt the Company may incur, (d) prohibit the Company from engaging
in mergers and acquisitions without prior approval, (e) require the Company to
maintain and assign as additional collateral key man life insurance on its chief
executive officer in the amount of $5.0 million, (f) prohibit termination of the
chief executive officer's employment for any reason other than death or
disability and prohibit any material amendment to his employment contract, and
(g) require notice if the Company's principal stockholder (who is also its chief
executive officer) ceases to own at least 40% of the Company's outstanding
common stock. At April 28, 2000, the Company was in compliance with all of the
requirements of its consignment agreements.
NOTE 3 - NOTES PAYABLE
The Company has a $10 million revolving credit facility with Bank of
America, NT & SA which expires August 1, 2000. Available borrowings may not
exceed the lesser of $10 million or 75% of eligible accounts receivable minus a
reserve amount, as provided for under the credit facility. Advances under the
credit facility bear interest at the lender's prime rate minus 0.25%, or, at the
Company's option, at short-term fixed rates or rates determined by reference to
offshore interbank market rates plus 1.75%. No short-term advances were
outstanding at April 28, 2000 or January 28, 2000. The revolving credit facility
also provides for the issuance of banker's acceptances and for the issuance of
letters of credit in an aggregate amount not to exceed $2.5 million at any one
time. Banker's acceptances bear interest at a rate based on the bank's
prevailing discount rate at the time of issuance plus 1.75%. No banker's
acceptances were outstanding as of April 28, 2000 or January 28, 2000. Stand-by
letters of credit outstanding at April 28, 2000 and at January 28, 2000 totaled
$1,000,000 and $1,000,000, respectively.
Amounts outstanding under the Bank of America credit agreement are
secured by substantially all of the Company's assets; the Company's gold
consignors also have security interests in these assets, and all of the
consignors and Bank of America are parties to a collateral sharing agreement.
The revolving credit agreement contains substantially the same covenants and
other requirements as are contained in the Company's gold consignment agreements
(Note 2). At April 28, 2000, the Company was in compliance with all of the
requirements of the revolving credit agreement.
5
<PAGE> 8
NOTE 4 - STOCK REPURCHASE PROGRAM
In fiscal 1999, the Company's Board of Directors approved a stock
repurchase program pursuant to which the Company is authorized to purchase
shares of its outstanding common stock in the open market at prevailing market
prices or off the market in negotiated transactions. During the quarter ended
April 28, 2000, the Board of Directors authorized the Company to repurchase an
additional 300,000 shares for a total of 900,000 shares authorized for
repurchase. During the quarter ended April 28, 2000, the Company repurchased
97,750 shares for an aggregate price of approximately $618,000. At April
28,2000, the Company has repurchased a total of 608,580 shares at an approximate
cost of $4.5 million.
NOTE 5 - NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivatives and Hedging Activities" ("SFAS 133"), which
the Company is required to adopt in fiscal years beginning after June 15, 2000.
SFAS 133 requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. Additionally, SFAS 133 defines the accounting for changes in the
fair value of the derivatives depending on the intended use of the derivative.
The impact of SFAS 133 on the Company's financial statements will depend on a
variety of factors, including, the extent of the Company's hedging activities,
the types of hedging instruments used and the effectiveness of such instruments.
The Company is currently assessing the impact SFAS 133 will have on its
consolidated financial statements.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read together with the
financial statements and notes thereto.
General
The Company's business, and the jewelry business in general, is highly
seasonal. Historically, the third and fourth quarters of the Company's fiscal
year, which include the Christmas shopping season, have accounted for
approximately 60% of the Company's annual net sales and a somewhat higher
percentage of the Company's income before taxes. While the third and fourth
quarters generally produce the strongest results, the relative strengths of the
third and fourth quarters are subject to variation from year to year based on a
number of factors, including the purchasing patterns of the Company's customers.
The seasonality of the Company's business places a significant demand on working
capital resources to provide for a buildup of inventory in the third quarter
(which is primarily satisfied by an increase in the amount of gold held under
consignment) and, in turn, has led to a seasonal buildup in customer receivables
in the fourth quarter that must be funded by increased borrowings. Consequently,
the results of first quarter operations are not necessarily indicative of the
Company's performance for an entire year.
Prices for the Company's jewelry products generally are determined by
reference to the current market price of gold. Consequently, the Company's sales
could be affected by increases, decreases or volatility in the price of gold.
The Company accounts for its jewelry inventories at the lower of cost
or market, using the last-in, first-out (LIFO) method to determine cost, less
the allowance for vendor advances. As a result, the Company's gross profit
margin can be affected by changes in LIFO reserves and the allowance for vendor
advances, as well as by changes in the amount of gold owned at each period end
and fluctuations in the price of gold.
Results of Operations
The following table sets forth, for the periods indicated, the
percentage of net sales represented by certain items included in the
consolidated statements of income.
7
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<TABLE>
<CAPTION>
As a Percentage of Net Sales
----------------------------
Thirteen Weeks Ended
April 28, April 30,
2000 1999
--------- ---------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of goods sold 82.1 84.7
-------- --------
Gross profit 17.9 15.3
Selling, general and administrative,
and other expenses 13.8 11.6
-------- --------
Operating income 4.1 3.7
Interest expense 1.1 0.8
-------- --------
Income before income taxes 3.0 2.9
Provision for income taxes 1.1 1.2
-------- --------
Net income from continuing operations 1.9 1.7
Net income (loss)from discontinued operations 0.0 (0.5)
-------- --------
Net income 1.9% 1.2%
======== ========
</TABLE>
THIRTEEN WEEKS ENDED APRIL 28, 2000 COMPARED TO THIRTEEN WEEKS ENDED APRIL 30,
1999
Net sales for the thirteen weeks ended April 28, 2000 increased by
$12,000, or 0.03%, from the comparable period of the prior year.
Gross profit for the thirteen-week period ended April 28, 2000
increased by $992,000 or 17.2%, from the comparable period of the prior year. As
a percentage of net sales, gross profit increased from 15.3% for the
thirteen-week period ended April 30, 1999 to 17.9% for the current period.
Excluding the effects of gold price fluctuations and LIFO reserve adjustments on
the cost of goods sold, the gross margin for the thirteen-week periods ended
April 28, 2000 and April 30, 1999 would have been 18.0% and 15.3% of sales,
respectively. The increase on a comparable basis was due to reduced internal
production and purchasing costs. The gold prices used to cost inventory at
January 28, 2000, April 28, 2000, January 29, 1999 and April 30, 1999, were
$286.75, $275.05, $285.40 and $286.60, respectively.
Selling, general and administrative, and other expenses include bad
debt expense, depreciation and amortization expense, and other income or other
expense, in addition to selling, general and administrative expenses. Selling,
general and administrative, and other expenses for the thirteen weeks ended
April 28, 2000, increased by $852,000, or 19.5%, from the comparable period of
the prior year. As a percentage of net sales, these expenses increased from
11.6% in the thirteen weeks ended April 30, 1999 to 13.8% in the thirteen weeks
ended April 28, 2000. The increase in the dollar amount of selling, general and
administrative, and other expenses is primarily attributable to increased
personnel costs of $429,000, increased consulting and professional expenses of
$380,000, and increased depreciation and amortization expense of $242,000,
offset by decreased bad debt expense of $104,000. Personnel costs have increased
primarily due to expanded sales efforts related to new and existing customers
and to increased product development activities. Consulting and professional
services have increased due to expanded use of computer consultants and
increased legal fees related to certain ongoing litigation.
The effective tax rate in the thirteen weeks ended April 28, 2000 was
37.0% as compared to 40.0% in the comparable period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company has satisfied its working capital requirements through
internally generated funds, a gold consignment program, and borrowings under its
revolving credit facilities. A substantial portion of the Company's gold
8
<PAGE> 11
supply needs have been satisfied through gold consignment arrangements with
various banks and bullion dealers. Under the consignment arrangements, the
Company may defer the purchase of gold used in the manufacturing process and
held in inventory until the time of sale of finished goods to customers.
Financing costs under the consignment arrangements currently are approximately
3% per annum of the market value of the gold held under consignment, computed
daily. The gold consignment agreements contain covenants restricting the amount
of consigned gold the Company may reconsign or otherwise have outside its
possession at any one time. The aggregate amount of gold that the Company may
acquire under its consignment arrangements was approximately 365,000 ounces at
April 28, 2000 and is subject to fluctuations based on changes in the market
value of gold. As of April 28, 2000, the Company held approximately 202,900
ounces of gold on consignment.
The Company has a $10 million revolving credit facility with Bank of
America NT & SA, which expires August 1, 2000. Available borrowings may not
exceed the lessor of $10 million or 75% of eligible accounts receivable minus a
reserve amount, as provided for under the credit facility.
For further information regarding the Company's gold consignment
agreements and revolving credit facilities, see Notes to Condensed Consolidated
Financial Statements.
Net accounts receivable increased from $15.3 million at January 28,
2000 to $20.6 million at April 28, 2000. The allowance for returns and doubtful
accounts decreased from $11.8 million at January 28, 2000 to $8.8 million at
April 28, 2000. The decrease in the amount of the allowance at April 28, 1999 is
primarily attributable to seasonal adjustments in the reserve for returns.
Total inventories decreased from $15.8 million at January 28, 2000 to
$13.4 million at April 28, 2000. The decrease is primarily attributable to the
decrease in the manufacturing cost component of the Company's jewelry
inventories. At April 28, 2000, a substantial portion of the gold included in
the Company's finished goods and work-in-process consisted of gold acquired
pursuant to the Company's consignment program. Consigned gold is not included in
inventory.
Accounts payable increased from $5.7 million at January 28, 2000 to
$7.8 million at April 28, 2000. This increase is primarily attributable to
seasonal gold purchases and the timing of payments thereon. Accrued expenses
decreased from $8.7 million at January 28, 2000 to $8.0 million at April 28,
2000. This decrease is primarily due to the payment of payroll liabilities and
decreased advertising accruals, offset by an increase in customer warehouse
allowance accruals.
The Company incurred capital expenditures of approximately $224,000 for
the quarter ended April 28, 2000, principally related to computer equipment and
facility improvements. The Company expects to incur capital expenditures of
approximately $1.3 million during the balance of fiscal 2001, principally for
the acquisition of computerized distribution systems, and manufacturing and
computer equipment. The Company believes that funds generated from operations,
the gold consignment program and the borrowing capacity under its revolving
credit facility will be sufficient to finance its working capital and capital
expenditure requirements for the next 12 months.
9
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PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OROAMERICA, INC.
Date: June 6, 2000 By: SHIU SHAO
------------ ---------------------------------------
SHIU SHAO, Chief Operating Officer,
Chief Financial Officer, Vice President
and Director
Date: June 6, 2000 By: BETTY SOU
------------ ---------------------------------------
BETTY SOU, Controller
11
